Commercial Practice

Consulting in the field of commercial law

Advising one of the major international air carriers on a wide range of issues

As the leading legal consultant to the airline, the KIAP law office was involved in supporting all projects related to the client’s current activities in Russia, as well as the transportation of Russian citizens and Russian cargo on flights around the world.          

Taking into account the industry’s nature, KIAP employees provided the client with legal support in various areas including the following:

• analysis and amendments to the General Conditions of Carriage;
• advising on the conclusion of contracts by a Russian representative office or a foreign parent company with Russian counterparties;
• development and unification of internal policies and instructions (on video surveillance, on consumer complaints handling, on settlements with consumers);
• checking the compliance of the passenger cash service system with the requirements of Russian legislation;
• consulting on advertising materials and interaction with advertising agencies and social networks;
• preparation of legal opinions on the protection of confidential information;
• advice on the fulfilment of obligations to provide information and documents in response to requests from various law enforcement agencies, etc.

Participants: Julia Paushkina, Roman Suslov

Analysis of and amendments to the user agreement posted on the website of a European online game developer

After an online game developer had a conflict with one of the Russian players because of cheating (using flaws in computer code to gain advantages in the game), the company contacted KIAP with a request to evaluate the current user agreement governed by the law of the EU and the Republic of Cyprus on the subject of its compliance with mandatory regulations of Russian law and assess the risk entailed by the application of the Law on the Protection of Consumer Rights to relations with players.         

KIAP has analysed the judicial practice on online games regarding the application of the Law on the Protection of Consumer Rights and Chapter 58 of the Civil Code of the Russian Federation (conducting games and betting) to the legal relations of developers and players, as well as the terms of the client’s user agreement, reworked the conditions related to the possibility of cancelling the results of cheating players, and prepared recommendations aimed at bringing the user agreement into compliance with the regulations of Russian law.           

Participants: Julia Paushkina  

Development of a draft supply agreement for an international manufacturer of compressors for refrigeration systems

Our client used a supply agreement to formalize contractual relations with their counterparties in Russia for almost 10 years. This contract was not brought into line with changing legislation and new trends in judicial practice. In addition, the agreement caused certain difficulties for Russian management since most of its provisions were borrowed from a similar agreement applied by the parent company in the EU and did not always correspond to the business interests of the Russian subsidiary.

At the client’s request, KIAP employees analysed the current supply contract, conducted several interviews with the client’s business units to find out their expectations and assess the possibility of their implementation in the contract. Since absolutely all clauses of the contract needed to be amended, they actually prepared a new supply contract that meets the client’s interests.                       

Participants: Julia Paushkina

Preparation of a legal opinion on the consequences of failure to fulfil obligations under contracts in time in the interests of an international logistics operator

The company rented a warehouse to use it for storage and other logistics services for their customers. The storage agreements should have ended two months before the end of the warehouse lease because the Company, as a lessee, was required to return the warehouse in its original condition, and repairs take at least two months. If the Company does not return the warehouse in the agreed condition before the end of the rental period, they shall pay a significant penalty to the lessor. The Company's clients who knew about the expiration of the storage period reported that they would not be able to vacate the warehouse on time; therefore the Company faced significant risks of not being able to complete repairs and return the warehouse to the lessor. Since the Company was interested in minimizing possible losses, they contacted KIAP with a request to analyse the existing legal relations between all parties for their compliance with the requirements of current legislation and assess the legal consequences.      

As part of the execution of the order, KIAP employees prepared a legal opinion, developed a strategy for negotiations with the Company’s clients, and also prepared a draft additional agreement with clients specifying additional liability for failure to vacate the warehouse on time.      

Due to the assistance of KIAP, the Company was able to agree with clients on the procedure for compensating losses in case of violation of the deadlines for vacating the warehouse, which helped them avoid a significant fine and fulfil their obligations to the lessor.              

Participants: Julia Paushkina, Ilya Dedkovskiy

Preparation of a legal opinion on liability for damage caused to consumers in the interests of an international distributor of electric scooters

Since the popularity of electric scooters in Russia has grown several times in recent years, as well as the number of accidents involving them, an international distributor of electric scooters, which is not their manufacturer and does not have a representative office in Russia, asked KIAP to prepare a legal opinion regarding potential liability to Russian consumers for harm to health caused due to the failure of the electric scooter to perform any functions during its use.

KIAP employees analysed judicial practice and prepared a legal opinion regarding potential liability to consumers, as well as provided recommendations for minimizing the identified risks. Based on the recommendations proposed by KIAP, amendments were made to the contracts between the distributor and the manufacturer, as well as between the distributor and the Russian importer of electric scooters, which allowed the client to minimize the risks of being held liable for consumer claims.         

Participants: Julia Paushkina

Support

Negotiating with counterparties in the interests of a Japanese pharmaceutical company

The head office of a pharmaceutical company contacted KIAP with a request to provide assistance in terminating contracts with counterparties in connection with the decision to close the Russian branch. The difficulty was that some counterparties, in particular the servicing bank, delayed the termination procedure requiring that the parent company provide a number of properly legalized documents that are typical for Russian companies but are not available in the country of incorporation of our client.

To accomplish this task, KIAP employees held negotiations with the lessor, bank and service companies. During the negotiations they were able to agree on the termination of existing contracts without payment or with the payment of minimal fines (regardless of the conditions stipulated in previously concluded contracts). As a result of the negotiations, KIAP lawyers prepared and concluded appropriate agreements on termination of contracts.

Participants: Julia Paushkina, Ekaterina Spakhova

Compliance check of one of the TOP 10 developers in Russia

KIAP employees carried out a compliance audit of one of the leading developers in Russia, with which a European corporation intended to implement a joint investment project.

In particular, the developer’s beneficiaries and their presence on the sanctions lists were subject to verification; anti-corruption and ethical standards and practices for their application; risks of the conflicts of interest and the communications of the developer and their management with political figures, key contractors, and clients; money laundering risks; litigation risks; facts of criminal prosecution of management; as well as the stability of the developer’s financial status.

Since the presence of an appropriate compliance system and the reliable reputation of counterparties are fundamental for our client, the audit results received from KIAP influenced their decision regarding participation in the joint project.

Participants: Ilya Ishchuk, Julia Paushkina

Conducting a business game for one of the leading cheese producers

The client contacted KIAP with a request to develop and conduct a business game for the Company’s employees to teach the basics of antimonopoly, trade, advertising legislation and its application in the Company’s activities.

KIAP was tasked with developing a thematic business game for more than 50 client employees, including top management The goal of the game was to develop skills in monitoring and analysing regulatory innovations and law enforcement practices for their impact on the Company’s activities, identifying the most significant of them, and preparing proposals for making changes to the company’s business processes in order to minimize and eliminate regulatory risks.              

To implement the task, interviews were initially conducted with key managers of the client in order to identify real needs and formulate technical specifications. After this, KIAP lawyers developed a step-by-step plan and game scenario. According to the scenario, the company’s employees were divided into 5 teams, for each of which individual tasks were prepared (about 100 different hypothetical situations requiring legal analysis) with the aim to develop analytical skills in the areas of law most in demand for the company. After this, training was conducted with the client’s legal team. The team members were supposed to provide professional support to their colleagues. At the final stage, KIAP employees conducted a business game, as a result of which changes were made to the company’s previously existing monitoring system. These changes made it easier for implementation, and the client’s employees began to take an active part in monitoring and evaluating changes in legislation. 

Participants: Ilya Ishchuk, Anton Samokhvalov, Daniil Zherdev, Roman Suslov, Anna Andreeva

Conducting a compliance audit and developing local regulations in the field of compliance in the interests of an international real estate operator

The company's existing compliance system was based on documents developed at the level of a holding company registered in the European Union. Since the business processes of the Russian and European offices, as well as the requirements and recommendations of the authorized bodies to the compliance system presented in different jurisdictions and have some differences, the client applied to KIAP with a request to conduct a legal review of the current compliance system for its conformity with the requirements of Russian legislation.          

After conducting an internal audit and receiving appropriate recommendations, KIAP employees were instructed to finalize the company’s existing regulations and policies related to compliance procedures.

In order for the client to receive "working" documents to ensure that the compliance system is efficiently integrated into all business processes of the Russian division and would be their reliable assistant, KIAP employees conducted numerous interviews and developed a policy of due conduct (compliance), a policy for the detection and prevention of emergency situations, as well as a policy on liability for violations of the Code of ethics and other compliance policies. All documents were prepared taking into account the requirements of Russian legislation, as well as Directive 2019/1937/EU “On the Protection of Whistleblowers”, ISO 37301:2021 - Compliance management systems and ISO 37002:2021 Whistleblowing management systems - Guidelines.

Participants: Ilya Ishchuk, Julia Paushkina

Interaction with the Federal Supervision Agency for Information Technologies and Communications on the issue of cross-border transfer of personal data, in the interests of an international consulting company in the mining industry

The European branch of the company contacted the KIAP law office with a request to provide clarification regarding the provisions on cross-border transfer of personal data. The need to provide clarification was caused by a corresponding request from the Federal Supervision Agency for Information Technologies and Communications. The branch wanted to prepare a response to this request by familiarizing themselves in detail with Russian regulation in this area and analysing the reasons that led to such a request.  

KIAP employees prepared a relevant opinion and also presented proposals for improving the structure and operational activities of the company in terms of personal data. Based on negotiations with the client and discussion of the proposed changes, a response to the Federal Supervision Agency for Information Technologies and Communications request was prepared, which allowed eliminating the regulator’s requests about the company and avoiding large fines.

Participants: Julia Paushkina